OMNICOM GROUP INC. — Director's Dealing 2004

Mar 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OMNICOM GROUP INC (OMC)
CIK: 0000029989
Period of Report: 2004-03-01

Reporting Person: WREN JOHN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-01	Common Stock $0.15 Par Value	M	120000	$12.1094	Acquired	372418	Direct
2004-03-01	Common Stock $0.15 Par Value	S	40000	$81.03	Disposed	332418	Direct
2004-03-02	Common Stock $0.15 Par Value	S	55000	$80.1094	Disposed	277418	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-01	Employee Stock Option (Right to Buy)	$12.1094	M	120000	Disposed	2004-03-02	Common Stock (120000)	Direct

Footnotes

F1: Includes 9,657 shares in the reporting person's interest in the Issuer's Stock Fund under the Omnicom Group Retirement Investment Plan; and 92,996 shares the payout of which has been deferred at the election of the holder.

F2: The option vested 30% in 1995; 30% in 1996 and 40% in 1997.

F3: Not Applicable.